Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this announcement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the contents of this announcement.

CONTINUING CONNECTED TRANSACTIONENTERING INTO THE COOPERATION FRAMEWORKAGREEMENT WITH GUANGDONG HUITIANENTERING INTO THE COOPERATION FRAMEWORK AGREEMENT WITH GUANGDONGHUITIANThe Board announces that, on January 2, 2024, Guangdong Xiaopeng entered into the Cooperation Framework
Agreement with Guangdong Huitian, pursuant to which, Guangdong Xiaopeng and Guangdong Huitian agreed
to cooperate in the research and development, manufacture, sales and after-sales service of flying vehicles, andGuangdong Xiaopeng will provide R&D service, technology consulting service and sales agent service toGuangdong Huitian.
LISTING RULES IMPLICATIONSAs of the date of this announcement, Mr. Xiaopeng He, a controlling shareholder of the Company, controls
Guangdong Huitian, and therefore Guangdong Huitian constitutes an associate of Mr. Xiaopeng He and aconnected person of the Company under Rule 14A.07 of the Listing Rules. As such, according to Chapter 14Aof the Listing Rules, the transactions contemplated under the Cooperation Framework Agreement constitutecontinuing connected transactions of the Company.
As the highest applicable percentage ratio in respect of maximum annual cap is expected to be more than 0.1%
but less than 5%, the transactions contemplated under the Cooperation Framework Agreement are subject toreporting, announcement and annual review requirements, but exempt from the independent shareholders’approval requirement under Chapter 14A of the Listing Rules.

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ENTERING INTO THE COOPERATION FRAMEWORK AGREEMENT WITHGUANGDONG HUITIAN
Background
As of June 18, 2021, a subsidiary of the Company had entered into a technical consulting services
framework agreement with Guangzhou Huitian (the “Technical Consulting Services Framework
Agreement”), pursuant to which, the Company provided technical consulting, technical training andtechnical services, as well as certain operational support services, including human resourcesmanagement and services, to Guangzhou Huitian. The term of the Technical Consulting Services
Framework Agreement expired on December 31, 2023. We also refer to the announcement of theCompany dated August 23, 2022 in relation to, among other things, the revision of pricing policy forprovision of technical consulting service with Guangzhou Huitian.
The Cooperation Framework Agreement with Guangdong Huitian
The Board announces that, on January 2, 2024, Guangdong Xiaopeng entered into the Cooperation
Framework Agreement with Guangdong Huitian, pursuant to which, Guangdong Xiaopeng andGuangdong Huitian agreed to cooperate in the research and development, manufacture, sales and aftersales service of flying vehicles, and Guangdong Xiaopeng will provide R&D service, technology
consulting service and sales agent service to Guangdong Huitian. The term of the Cooperation
Framework Agreement commences on January 1, 2024 and will end on December 31, 2025. Subject
to the terms of the Cooperation Framework Agreement, Guangdong Xiaopeng and Guangdong
Huitian will enter into specific agreements to set out specific terms and conditions in respect of theservices.
A flying vehicle consists of two parts, namely the ground module and the air module. According to theCooperation Framework Agreement, Guangdong Xiaopeng will be responsible for manufacturing theground modules and the final assembly of the flying vehicles. Guangdong Xiaopeng will provide R&D
services and other technology consulting services in relation to the ground module of the flying
vehicles to Guangdong Huitian before the mass production of the flying vehicles, which is currently
expected to be in the fourth quarter of 2025. Guangdong Xiaopeng will also license Guangdong Huitian
to use its intellectual properties and charge royalties. In addition, Guangdong Huitian will license
Guangdong Xiaopeng to use relevant intellectual properties in relation to the R&D and manufacture ofground module of the flying vehicle at no charge. In order to meet the requirements of manufacture of
the ground module, Guangdong Huitian will also bear the cost of the upgrade and renovation of
production capacities of Guangdong Xiaopeng’s factories.
After the mass production of the flying vehicles, Guangdong Xiaopeng will exclusively sell the flyingvehicle products manufactured and assembled by it to Guangdong Huitian and Guangdong Huitian will
non-exclusively sell the flying vehicle products to the end customers through the distribution networkof the Group.
Pricing Policy(i) Pre-mass Production
Before the mass production of the flying vehicles, Guangdong Xiaopeng will charge Guangdong
Huitian for the services provided as follows. When determining the pricing policies before the mass2

production of the flying vehicles, Guangdong Xiaopeng has taken into account, among other things,
the prevailing salary level of R&D personnels in the industry, and the expected increase in thesalaries of such R&D personnels, which represented Guangdong Xiaopeng’s resources and costs forrendering such services.
(a) for R&D service: the service fee will be calculated based on the actual expenses of the services,including the salaries of relevant employees, and a markup rate of 50%;(b) for other technology consulting service: the service fee will be calculated ba sed on the actual
costs of the services, including the salaries of relevant employees, and a markup rate of 15%; and(c) for any other costs relating to the upgrade and renovation of production capacities of Guangdong
Xiaopeng’s factories, Guangdong Xiaopeng will charge Guangdong Huitian based on the actual costs
incurred and a markup rate of 5%.
(ii) Post-mass Production
After the mass production of the flying vehicles, the price per vehicle sold to Guangdong Huitian
will be determined based on the following formula:
Price per vehicle = Actual cost (tax inclusive) + IP licensing royalty (1) + manufacturing fee (2)Notes:(1) The IP licensing royalty is RMB20,000 per vehicle.
(2) The manufacturing fee is RMB10,000 per vehicle.
When determining the pricing policies after the mass production of the flying vehicles, Guangdong
Xiaopeng has taken into account, among other things, the actual costs of the components to beincurred by Guangdong Xiaopeng, the value of intellectual properties to be licensed to Guangdong
Huitian, and the prevailing salary level as well as the expected increase in salaries of its employees
participating in the manufacturing of the flying vehicles.
The total transaction amount with respect to the sales of flying vehicles from Guangdong Xiaopeng
to Guangdong Huitian will be determined based on the price per vehicle mentioned above and thetotal volume of ground modules manufactured by Guangdong Xiaopeng.
With respect to the sales agent service provided to Guangdong Huitian, Guangdong Xiaopeng will
charge commission of (i) RMB71,000 per vehicle when the volume of mass production is less than
25,000 or (ii) when the volume of mass production reached 25,000 or above, RMB71,000 per vehicle
for 25,000 vehicles and RMB60,000 per vehicle for vehicles exceeding 25,000. Such pricing policy
is determined with reference to other sales agent service providers in the industry and the actual costof services of Guangdong Xiaopeng.
Annual Caps and Basis of Annual Caps
The annual caps of the transactions contemplated under the Cooperation Framework Agreement for theyears ending December 31, 2024 and 2025 are RMB150,000,000 and RMB642,250,000, respectively.
The proposed annual caps of the transactions contemplated under the Cooperation Framework Agreement
3are determined based on the following:(a) the rapid development of the flying vehicle technology of Guangdong Huitian, and its increasing
demand of R&D services and technical consulting services as well as the cooperation in research anddevelopment of flying vehicles;(b) the value of technology and resources regarding automotive products (including licensing ofintellectual properties) provided to Guangdong Huitian as for the development of flying vehicles;(c) according to our current discussion with Guangdong Huitian, the estimated funding to be provided
by Guangdong Huitian to improve our production capacity with the aim of manufacturing groundmodules of Guangdong Huitian’s flying vehicle products; and(d) our estimated annual sales volume of flying vehicle products to Guangdong Huitian and Guangdong
Huitian’s estimated annual sales volume through our distribution network.
Reasons for and Benefits of Entering into the Cooperation Framework Agreement withGuangdong Huitian
Guangdong Huitian is mainly engaged in research, development, production and sales of flying vehicles.
The Company believes that with the rapid development of Guangdong Huitian and the synergistic effectcreated through the coordination with Guangdong Huitian, it is expected that the goal of creating an
intelligent transportation ecosystem will ultimately come true in the future. The Company can also
benefit economically from this collaboration and fully utilize its intellectual properties and production
capacity. Entering into the Cooperation Framework Agreement is in the interest of the Company andthe shareholders of the Company as a whole.
INFORMATION OF THE PARTIESThe Company
XPENG is a leading Chinese Smart EV company that designs, develops, manufactures, and markets
Smart EVs that appeal to the large and growing base of technology- savvy middle-class consumers. Its
mission is to drive Smart EV transformation with technology, shaping the mobility experience of thefuture. In order to optimize its customers’ mobility experience, XPENG develops in -house its full-stackadvanced driver-assistance system technology and in-car intelligent operating system, as well as corevehicle systems including powertrain and the electrical/electronic architecture. XPENG is
headquartered in Guangzhou, the PRC, with main offices in Beijing, Shanghai, Silicon Valley, San
Diego and Amsterdam. XPENG’s Smart EVs are mainly manufactured at its plants in Zhaoqing andGuangzhou, Guangdong province. The Class A ordinary shares and the ADSs of the Company are listedon the Hong Kong Stock Exchange and the New York Stock Exchange, respectively.
Guangdong Xiaopeng
Guangdong Xiaopeng is a company incorporated in the PRC with limited liability and a subsidiary of theCompany. Guangdong Xiaopeng is primarily engaged in design and technology development.
Guangdong Huitian
Guangdong Huitian is a company incorporated in the PRC with limited liability. Guangdong Huitian is4

primarily engaged in research and development of flying vehicles.
LISTING RULES IMPLICATIONSAs of the date of this announcement, Mr. Xiaopeng He, a controlling shareholder of the Company, controls
Guangdong Huitian, and therefore Guangdong Huitian constitutes an associate of Mr. Xiaopeng He and aconnected person of the Company under Rule 14A.07 of the Listing Rules. As such, according to Chapter 14Aof the Listing Rules, the transactions contemplated under the Cooperation Framework Agreement constitutecontinuing connected transactions of the Company.
As the highest applicable percentage ratio in respect of maximum annual cap is expected to be more than 0.1%
but less than 5%, the transactions contemplated under the Cooperation Framework Agreement are subject toreporting, announcement and annual review requirements, but exempt from the independent shareholders’approval requirement under Chapter 14A of the Listing Rules.
DIRECTORS’ CONFIRMATIONThe Directors (including the independent non-executive Directors) are of the view that (i) the Cooperation
Framework Agreement is fair and reasonable, and that the transactions contemplated thereunder are in theordinary and usual course of business of the Company, on normal commercial terms and in the interests of theCompany and the Shareholders as a whole; and (ii) the proposed annual caps under the Cooperation
Framework Agreement are fair and reasonable and in the interests of the Company and the Shareholders as awhole.
As at the date of this announcement, as Mr. Xiaopeng He owns the majority of the outstanding and issued
shares of Guangdong Huitian, he has abstained from voting on the relevant Board resolution approving theCooperation Framework Agreement.
Save for the above, to the best knowledge, information and belief of the Directors after having made allreasonable enquiries, no other Director has a material interest in the Cooperation Framework Agreement.
DEFINITIONSIn this announcement, unless the context requires otherwise, the following terms shall have the meanings set
out below:“associate(s)”has the meaning ascribed thereto under the Listing Rules“Board”

the board of directors of the Company“Company” or“XPENG”

XPeng Inc., a company controlled through weighted voting rights andincorporated in the Cayman Islands with limited liability, the Class A
ordinary shares of which are listed on the Main Board of the Hong Kong
Stock Exchange and the ADSs of which are listed on New York StockExchange“connected person(s)”has the meaning ascribed thereto under the Listing Rules“controllingshareholder(s)”has the meaning ascribed thereto under the Listing Rules
5

“Director(s)”the director(s) of the Company“Group”

the Company and its subsidiaries and consolidated variable interest
entities from time to time or, where the context so requires, in respect ofthe period prior to the Company becoming the holding company of its
present subsidiaries, such subsidiaries as if they were subsidiaries of theCompany at the relevant time

“Guangdong Huitian”

Guangdong Huitian Aerospace Technology Co., Ltd. (廣東匯天航空航天科技有限公司)“Guangdong Xiaopeng”

Guangdong Xiaopeng Motors Technology Co., Ltd. (廣東小鵬汽車科技有限公司)“Guangzhou Huitian”

Guangzhou Huitian Aerospace Technology Co., Ltd. (廣州匯天航空航天科技有限公司)“Hong Kong”

Hong Kong Special Administrative Region“Hong Kong Stock
Exchange”

The Stock Exchange of Hong Kong Limited“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange ofHong Kong Limited“PRC” or “China”

the People’s Republic of China, but for the purpose of this announcement
only, excluding Hong Kong, Macau Special Administrative Region andTaiwan“RMB”

Renminbi, the lawful currency of the PRC“Shareholder(s)”holder(s) of the share(s) of the Company“%”

per cent
On behalf of the Board
XPeng Inc.
Xiaopeng HeChairman

Hong Kong, Tuesday, January 2, 2024
As at the date of this announcement, the board of directors of the Company comprises Mr. Xiaopeng He as
an executive director, Ms. Xiao Hu, Mr. Ji-Xun Foo and Mr. Fei Yang as non-executive directors, and Mr.
Donghao Yang, Ms. Fang Qu and Mr. HongJiang Zhang as independent non-executive directors.
* For identification purpose only6